XM Radio 2013 Annual Report Download - page 117

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollar amounts in thousands, unless otherwise stated)
(13) Debt
Sirius XM is the sole issuer of all of our debt, other than our 7% Exchangeable Senior Subordinated Notes
due 2014. Our debt as of December 31, 2013 and 2012 consisted of the following:
Carrying balance at
December 31,
Issuer Issued Debt Maturity Date Interest Payable Principal Amount 2013 2012(h)
Sirius XM and
Holdings
(a)(b) .........
August
2008
7% Exchangeable Senior
Subordinated Notes (the
“Exchangeable Notes”)
December 1,
2014
semi-annually on
June 1 and
December 1
$ 502,370 $ 500,481 $ 545,888
Sirius XM
(a)(c)(d) .......
March
2010
8.75% Senior Notes
(the “8.75% Notes”)
April 1,
2015
semi-annually on
April 1 and
October 1
800,000 — 792,944
Sirius XM
(a)(c)(e) .......
October
2010
7.625% Senior Notes
(the “7.625% Notes”)
November 1,
2018
semi-annually on
May 1 and
November 1
700,000 — 690,353
Sirius XM (a)(c) . . May 2013 4.25% Senior Notes
(the “4.25% Notes”)
May 15,
2020
semi-annually on
May 15 and
November 15
500,000 494,809 —
Sirius XM (a)(c) . . September
2013
5.875% Senior Notes
(the “5.875% Notes”)
October 1,
2020
semi-annually on
April 1 and
October 1
650,000 642,914 —
Sirius XM (a)(c) . . August
2013
5.75% Senior Notes
(the “5.75% Notes”)
August 1,
2021
semi-annually on
February 1 and
August 1
600,000 594,499 —
Sirius XM (a)(c) . . August
2012
5.25% Senior Notes
(the “5.25% Notes”)
August 15,
2022
semi-annually on
February 15 and
August 15
400,000 394,648 394,174
Sirius XM (a)(c) . . May 2013 4.625% Senior Notes
(the “4.625% Notes”)
May 15,
2023
semi-annually on
May15 and
November 15
500,000 494,653 —
Sirius XM (f) .... December
2012
Senior Secured
Revolving Credit
Facility (the “Credit
Facility”)
December 5,
2017
variable fee paid
quarterly
1,250,000 460,000 —
Sirius XM ....... Various Capital leases Various n/a n/a 19,591 11,861
Total Debt ....... 3,601,595 2,435,220
Less: total current maturities (g) ................... 507,774 4,234
Total long-term . . . 3,093,821 2,430,986
Less: long-term related party ..................... — 208,906
Total long-term, excluding related party .............. $3,093,821 $2,222,080
(a) The carrying balance of the Notes are net of the remaining unamortized original issue discount.
(b) The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and
future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all
of our domestic wholly-owned subsidiaries guarantee our obligations under these Notes on a senior subordinated basis.
The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an
exchange rate of 543.1372 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an
approximate exchange price of $1.841 per share of common stock. In connection with the fundamental change that
occurred on January 17, 2013 and the subsequent offer that was made to each holder of the Exchangeable Notes on
February 1, 2013, $47,630 in principal amount of the Exchangeable Notes were converted resulting in the issuance of
27,687,850 shares of our common stock. As a result of this conversion, we retired $47,630 in principal amount of the
Exchangeable Notes and recognized a proportionate share of unamortized discount and deferred financing fees of $2,533
to Additional paid-in capital for the year ended December 31, 2013. No loss was recognized as a result of the conversion.
During the year ended December 31, 2013, the common stock reserved for conversion in connection with the
Exchangeable Notes were considered to be anti-dilutive in our calculation of diluted net income per share. During the
year ended 2012, the Exchangeable Notes were considered to be dilutive.
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